## Washington, D.C. 20549

# FORM 10-K/A

## Amendment No. 2

(Mark One)

[X]     Annual report pursuant
 to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended January 3, 2004
 or

[ ] Transition report pursuant to section 13 or 15(d)
 of the Securities Exchange Act of 1934 for the transition period from _____________________ to ___________________________.

Commission File Number: 0-18033

`EXABYTE CORPORATION
----------------------------------------------------------------------------------------------------------------------
                               (Exact name of registrant as specified in its charter)

                        Delaware                                                     84-0988566
---------------------------------------------------------      -------------------------------------------------------
    (State or other jurisdiction of incorporation or                    (I.R.S. Employer Identification No.)
                     organization)

          2108 55th Street, Boulder, Colorado                                          80301
---------------------------------------------------------      -------------------------------------------------------
        (Address of principal executive offices)                                     (Zip Code)

(Registrant's Telephone Number, including area code)           (303) 442-4333
                                                               -------------------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:
                  (Title of each class)                              (Name of each exchange on which registered)
                           N/A                                                           N/A
---------------------------------------------------------       ------------------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:
                                            Common Stock, $.001 Par Value
----------------------------------------------------------------------------------------------------------------------
                                                  (Title of Class)`

Indicate by check mark whether the registrant (1) has
 filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
 during the preceding 12 months (or for such shorter period that the registrant was required to file
 such reports), and (2) has been subject to such filing requirements for the past ninety days.     Yes     [X]          No     [
 ]

Indicate by check mark if disclosure of delinquent
 filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
 the best of registrants knowledge, in definitive proxy or information statements incorporated by reference
 in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by a check mark whether the registrant is
 an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes     [  ]               No     [X]

The aggregate market value of the voting and non-voting
 common equity held by non-affiliates computed by reference to the price at which common equity was last
 sold as of June 27, 2003, the last business day of the registrants most recently completed second fiscal
 quarter was $3,135,668.80. (a).

The aggregate number of shares of common stock outstanding
 as of March 8, 2004 was 97,833,220.

_________________

(a)     Excludes 29,582,421 shares
 of common stock held by directors, executive officers and stockholders whose ownership exceeds ten percent
 of the common stock outstanding at June 27, 2003. Exclusion of shares held by any person should not
 be construed to indicate that such person possesses the power, direct or indirect, to direct or cause
 the direction of the management or policies of registrant, or that such person is controlled by or under
 common control with the registrant.

---

This amendment to the Companys Form 10-K for the fiscal
 year ended January 3, 2004, is being filed to submit a revised Exhibit 10.34.

---

## Part IV

### Item 15. Exhibits, Financial Satements Schedules, and Reports on Form 8-K

#### (a)     3. Exhibit Index

`Exhibit Number  Description
=================================================================================================================

                 2.1  Agreement and Plan of Merger among Exabyte Corporation, Bronco Acquisition, Inc., Ecrix
                      Corporation, Certain Lenders, and Certain Investors, Dated as of August 22, 2001 (9)
                 3.1  Restated Certificate of Incorporation. (1)
                 3.2  Certificate of Determination of Preference of Series A Junior Participating Preferred Stock.
                      (2)
                 3.3  By-laws of the Company, as amended. (9)
                 3.5  Certificate of Designation of Series H Convertible Preferred Stock (10)
                 3.6  Certificate of Designation of Series I Convertible Preferred Stock (11)
                 4.1  Article 4 of the Restated Certificate of Incorporation (included in Exhibit 3.1) (9)
                 4.2  Article 1 of the By-laws of Exabyte Corporation, as amended (included in Exhibit 3.3)
                 4.3  Specimen stock certificate of Exabyte (9)
              **10.1  Incentive Stock Plan, as amended and restated on September 11, 2002 (12)
              **10.2  Stock Option Agreement used in connection with the Incentive Stock Plan (6)
              **10.3  1990 Employee Stock Purchase Plan (4)
              **10.4  Employee Stock Purchase Plan Offering used in connection with the 1990 Employee Stock Purchase
                      Plan (5)
              **10.5  Form of participation agreement used in connection with the 1990 Employee Stock Purchase Plan
                      (3)
              **10.6  1997 Non-officer Stock Option Plan, as amended and restated on January 19, 2001 (8)
              **10.7  Stock Option Agreement used in connection with the 1997 Non- Officer Stock Option Plan (5)
                10.8  Form of Indemnity Agreement entered into by the Company with each director and executive
                      officer of the Company (7)
              **10.9  Form of Severance Agreement entered into among the Company and its executive officers (9)
              *10.10  Manufacturing and Purchase Agreement, dated March 1, 2001, among Hitachi, Ltd., Nihon Exabyte
                      Corporation and Exabyte Corporation (7)
               10.11  Exabyte Purchase Agreement between the Company and Singapore Shinei Sangyo PTE., Ltd., dated
                      February 3, 1999 (9)
               10.12  Amendment #A01 to Purchase Agreement between the Company and Singapore Shinei Sangyo, dated
                      January 24, 2001 (9)
               10.13  Supplier Managed Inventory Agreement between the Company and Singapore Shinei Sangyo, dated
                      January 15, 2003 (12)
               10.14  Lease Agreement between Industrial Housing Company LLC and Ecrix Corporation, dated December
                      14, 1998, as amended (9)
               10.15  Lease Agreement between Cottonwood Farms Ltd. and Ecrix Corporation, dated September 7, 1999,
                      as amended (9)
               10.16  Amendment to Lease between Cottonwood Land and Farms, Ltd. and Ecrix Corporation, dated April
                      15, 2000 (9)
               10.17  Series I Preferred Stock Purchase Agreement, dated May 17, 2002, by and among Exabyte
                      Corporation and the purchasers listed on Schedule A thereto (11)
               10.18  Loan and Security Agreement by and between Silicon Valley Bank and Exabyte Corporation, dated
                      June 18, 2002 (12)
               10.19  Modification Agreement by and between Silicon Valley Bank and Exabyte Corporation, dated
                      February 14, 2003 (12)
               10.20  Forbearance Agreement by and between Silicon Valley Bank and Exabyte Corporation, dated
                      February 14, 2003 (12)
               10.21  Modification of Forbearance Agreement by and between Silicon Valley Bank and Exabyte
                      Corporation, dated February 28, 2003 (12)`

---

`Exhibit Number  Description
=================================================================================================================
              *10.22  Third Modification Agreement between Silicon Valley Bank and the Company, dated as of April
                      17, 2003 (13)
               10.23  Fifth Modification Agreement dated as of October 10, 2003, by and between Silicon Valley Bank
                      and the Company (14)
              *10.24  Exabyte Payment and Repayment Plan Memorandum of Understanding, by and between Exabyte
                      Corporation and Nihon Exabyte Corporation, and Hitachi, Ltd., dated February 14, 2003 (12)
              *10.25  Exabyte Payment and Repayment Plan, among the Company, Nihon Exabyte Corporation and Hitachi,
                      Ltd., dated August 25, 2003 (15)
               10.26  Exabyte Repayment Plan Memorandum of Understanding, by and between Exabyte Corporation and TDK
                      Corporation, dated February 14, 2003 (12)
              *10.27  Letter of Agreement and Promissory Note, by and between Exabyte Corporation and the Media and
                      Application Solutions of Sony Electronics Inc., dated February 13, 2003 (12)
               10.28  Exabyte Repayment Plan Memorandum of Understanding, by and between Exabyte Corporation and
                      Panasonic and Consumer Electronics Company, dated March 4, 2003 (12)
              *10.29  Agreement for Debt Restructuring and Modification of Manufacturing Terms, among the Company,
                      Solectron Corporation and Shinei International Pte. Ltd., dated September 1, 2003 (15)
              *10.30  Depot Repair Services Agreement, among the Company and Teleplan Service Logistics, Inc., dated
                      June 2003 (15)
              *10.31  Settlement Agreement, among the Company and 1685-1775 38th St, LLC, dated November 4, 2003 (15)
               10.32  Lease Termination Agreement, among the Company and Eastpark, LLC f/k/a Eastpark Associates,
                      Ltd., dated September 26, 2003 (15)
               10.33  Promissory Note among the Company and Eastpark, LLC f/k/a Eastpark Associates Ltd., dated
                      September 1, 2003 (15)
              *10.34  Media Distribution Agreement, by and between Exabyte Corporation and Imation Corp, dated
                      November 7, 2003
               10.35  Series I Preferred Stock Purchase Agreement, by and between Exabyte Corporation and Imation
                      Corp., dated November 7, 2003 (16)
              *10.36  Software License and Maintenance Agreement, by and between Exabyte Corporation and MSS
                      Technologies, Inc., dated November 26, 2003 (16)
                21.1  List of Subsidiaries. (16)
                23.1  Consent of PricewaterhouseCoopers LLP. (16)
                24.1  Power of Attorney.  Reference is made to the signature page. (16)
                31.1  Rule 13a-14(a) Certification of the Chief Executive Officer.
                31.2  Rule 13a-14(a) Certification of the Chief Financial Officer.
                32.1  Section 1350 Certification.`

*  Certain portions of this exhibit have
 been omitted pending a determination on a request for confidential treatment thereof by the Company.

**  Indicates management contracts or compensation
 plans or arrangements filed pursuant to Item 601(b)(10) of Regulation S-K.

---

`(1)  Filed as an Exhibit to the Company's Registration Statement on Form S-1 (Registration No.
                      33-30941) filed with the Securities and Exchange Commission (the "SEC") on September 8, 1989
                      or Amendments Nos. 1 and 2 thereto (filed on October 12, 1989 and October 16, 1989
                      respectively), and incorporated herein by reference.

                 (2)  Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on
                      January 26, 1991 and incorporated herein by reference.

                 (3)  Filed as an Exhibit to the Company's Registration Statement on Form S-8 (Registration No.
                      33-33414), as filed with the SEC on February 9, 1990 and incorporated herein by reference.

                 (4)  Filed as an Exhibit to the Company's Registration Statement on Form S-8 (Registration No.
                      333-09279), as filed with the SEC on July 31, 1996 and incorporated herein by reference.

                 (5)  Filed as an Exhibit to the Company's Registration Statement on Form S-8 (Registration No.
                      333-73011), as filed with the SEC on March 1, 2000, and incorporated herein by reference.

                 (6)  Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with the SEC on March
                      25, 1998, and incorporated herein by reference.

                 (7)  Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with the SEC on April
                      12, 2001, and incorporated herein by reference.

                 (8)  Filed as an Exhibit to the Company's Registration Statement on Form S-8 (Registration No.
                      333-67464), as filed with the SEC on August 14, 2001, and incorporated herein by reference.

                 (9)  Filed as an Exhibit to Amendment No. 1 to the Company's Registration Statement on Form S-4,
                      filed with the SEC on October 5, 2001, and incorporated herein by reference.

                (10)  Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with the SEC on March
                      25, 2002, and incorporated herein by reference.

                (11)  Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on May
                      20, 2002, and incorporated herein by reference.

                (12)  Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with the SEC on March
                      28, 2003, and incorporated herein by reference.

                (13)  Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, filed with the SEC on May
                      19, 2003, and incorporated herein by reference.

                (14)  Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on
                      October 17, 2003, and incorporated herein by reference.

                (15)  Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, filed with the SEC on
                      November 12, 2003, and incorporated herein by reference.

                (16)  Previously filed on March 31, 2004 with this Report.`

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)
 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be
 signed on its behalf by the undersigned, thereunto duly authorized in the City of Boulder, State of
 Colorado, on August 18, 2004.

`EXABYTE CORPORATION

                                                By:            /s/ Carroll A. Wallace
                                                               ------------------------------------------------------
                                                               Carroll A. Wallace
                                                Title:         Chief Financial Officer, Treasurer
                                                               (Principal Financial and Accounting Officer)`

Pursuant to the requirements of the Securities Exchange
 Act of 1934, as amended, this report has been signed by the following persons in the capacities and
 on the dates indicated.

`/s/  Tom W. Ward                             President and Chief Executive             August 18, 2004
--------------------------------------------                                           ------------------------------
Tom W. Ward                                  Officer (Principal Executive Officer)

/s/ *                                        Chairman of the Board, Chief              August 18, 2004
--------------------------------------------                                           ------------------------------
Juan A. Rodriguez                            Technologist

/s/  Carroll A. Wallace                      Chief Financial Officer,                  August 18, 2004
--------------------------------------------                                           ------------------------------
Carroll A. Wallace                           Treasurer (Principal Financial and
                                             Accounting Officer)

/s/ *                                        Director                                  August 18, 2004
--------------------------------------------                                           ------------------------------
Leonard W. Busse

/s/  *                                       Director                                  August 18, 2004
--------------------------------------------                                           ------------------------------
John Garrett

/s/ *                                        Director                                  August 18, 2004
--------------------------------------------                                           ------------------------------
A. Laurence Jones

/s/ *                                        Director                                  August 18, 2004
--------------------------------------------                                           ------------------------------
Thomas E. Pardun

/s/ *                                        Director                                  August 18, 2004
--------------------------------------------                                           ------------------------------
Stephanie L. Smeltzer

/s/ *.                                       Director                                  August 18, 2004
--------------------------------------------                                           ------------------------------
G. Jackson Tankersley, Jr.`

*/s/ Tom W. WardAttorney in fact